Underground
by jedimattk
Summary: Order 66. The executive command which began the Great Jedi Purge, and dropped the galaxy irrevocably into darkness. Amidst the carnage at the end of the Clone Wars, Jedi Commander Barriss Offee launches a desperate search for any of her Order still alive.
1. Prologue

Author's Note: _Despite my many pleading letters to LucasArts, I still don't own Star Wars. In George Lucas' vision for the series, Barriss and Aayla both died on Felucia when Order 66 was issued. In my vision ... well, read it for yourself._

_

* * *

_

**Prologue**

Even with the chaos of battle raging around her, Barriss Offee remained calm. This did not take some huge effort of will, or some incredible power that others did not have. Her cool, collected manner was effortless, no matter her surroundings or situation. Her friends were impressed by it. Her enemies actually feared her for it. But for Barriss, it was just a fact of life. No matter what happened, she would remain calm, she would react, and she would do her utmost to save who she could…

That "who", at the moment, was a wounded clone trooper she cradled in her arms. She was huddled behind the still-smoldering wreck of a Republic AT-TE, shot down by an assault group of several Techno Union spider droids mere minutes ago. On the other side of the half-destroyed war machine, a small but dedicated legion of clones continued to rain fire down on the approaching droids, but she knew it would not hold them for long. She would have to patch up this trooper as best she could and return to the battle herself.

The trooper in question moaned in pain. Barriss, having rested him gently down on the ground while she went to rummage through her medpac, glanced over at him. She decided to attempt to distract him from his pain.

"Trooper!" she barked in her best military tone. "State ID and rank."

Reflexively, in a very weak voice, the trooper muttered something which quickly subsided again into agonized groans. He was wounded worse than she had thought.

While carefully stripping away the trooper's armor, Barriss readied a hypo spray to temporarily deaden his nerves and quickly injected it into one arm. This would cause all his pain to cease for a few precious minutes … hopefully long enough to heal him.

The man's wailings faltered and stopped as the hypo began to work. He stiffened for a few moments, then completely relaxed, his head lolling back onto the soft ground of Felucia, his body going utterly limp.

Barriss wasted no time, taking hold of the man's own vibroknife and wielding it with surgical precision to slice away most of his bloodied shirt. His torso bare, she could now see the two near-identical blaster burns spaced apart on his chest. The area around them was blackened, charred, actually smoldering a bit like the AT-TE they were crouched behind.

She couldn't do much for him out in the field, but she could help him to live through the next few hours until he could receive proper treatment. Taking a bottle of precious bacta ointment from her medpac, she liberally applied some to both of the burns, then cut two small adhesive patches and stuck them onto the burns. With the fast acting ointment, the pain should begin to fade immediately and the burns themselves within a few hours.

Since the man's own clothing was out of the question, she slipped over his head another plain military tunic, of which she had several rolled up inside the medpac itself in case of just such a situation. Before she began to replace his armor, however, she heard the blasterfire from the other side of the AT-TE growing more scattered and frantic, felt a sudden surge of panic from the allied Republic troops. Through the Force, she could sense their deaths, and she knew she was out of time. This trooper, she decided, would have to wait.

As the droids continued their advance, faster now, Barriss leapt over the smoking remains of the AT-TE, soaring through the air. She alighted easily atop it, lightsaber already ignited in her hands and effortlessly parrying lethal green blaster bolts back at the droids. They clustered together in a defensive formation, concentrating their fire, but even as they did so their own reflected bolts disintegrated two of their number and damaged a third.

They did not cease firing; these Separatist droids were too unintelligent to do anything else. That was just fine by Barriss, though. She stood like a pillar atop the AT-TE, her Soresu stance and skill with the third lightsaber form allowing her to reflect every bolt that came near her while still advancing on her enemies.

With several more shot down themselves, the spider droids scattered. And while they were in motion, no longer firing at her for a few crucial seconds, Barriss leapt down. The nearest spider droid did not stand a chance; she landed in a battle crouch less than a half-meter from it and, with Force-enhanced reflexes, slashed through it twice before it had a chance to swivel and target her.

And as the other two droids oriented themselves toward her and again opened fire, Barriss became a veritable whirlwind of energy. Her lightsaber spun with dizzying speed, too fast even for the human eye to follow, as she danced around the droids, blocking their continued fire with naught but the slightest effort. As she came near one, she incorporated a leaping downward stab into her ongoing dance, dismembering the droid from above and instantly whipping her blade around to block another blaster volley from the last remaining spider. But then it, too, collapsed into a pile of flaming debris as a barrage of its own bolts were reflected back toward it.

Barely even breathing hard, Barriss quickly backed toward the AT-TE, ducking under it and kneeling beside her patient, who was now beginning to stir. He uttered a low, quiet noise of disorientation.

"It's all right," she told him soothingly. "You're all right now."

"The battle-" he muttered.

Inwardly, she grimaced. He was a clone trooper, all right. They had as little disregard for their own lives as Republic high command seemed to have for them. All they cared about was the battle. They lived for the fight, for victory, and for the continued survival of the government into whose service they had been born.

"Don't worry about that," she instructed him. "Let's get your armor back on and send you back to base."

"But-"

"Don't argue with me, trooper," she told him sternly.

"But I have to-"

"Trooper, as a Jedi Commander I have the authority to make that an order," she said. "I don't want to, but if I have to, I will. Is that clear?"

"Yes, Commander Offee," he said dully.

"So let's get you on that speeder bike and return to base," she said, as she finished getting him back in his armor and gently helped him to his feet.

A little unhappily, the trooper complied. He knew better than to try and argue with Jedi Commander Barriss Offee.

* * *

The wounded clone trooper raced off through the wet, humid rainforest that was Felucia, slumped on his speeder bike. A battle droid leaned out from behind a pile of shattered bits of rock nearby; the trooper spun and fired once with his modified heavy blaster pistol. A bolt of deadly green light blasted from its barrel, and the droid became smoking debris on the dust plains.

As he turned his attention back to driving his speeder, awkwardly adjusting himself atop it so as not to further pain his wounds, the speeder's built-in com chirped. Not taking his eyes off his path, the trooper palmed the receiver.

A figure, wearing a dark shroud and cowl to hide his features, appeared on the screen. Even through the cowl, you could at least see that he was indeterminably old. He had dull yellow eyes that spoke of a certain animalistic quality within him, which was echoed in his deep, gravelly voice.

"Execute Order 66," Palpatine said grimly, his diction perfect but with a trace of bloodlust behind the words.

The trooper hesitated, but then nodded. "It will be done, my lord."

Without another word, the connection was terminated. And without further hesitation, the trooper adjusted the speeder's trajectory and speed. It slowed almost to a crawl as he turned it around, then raced back towards where he had last seen Jedi Commander Barriss Offee.

It would be rather a shame, he contemplated as he drove. The Jedi had healed him, had cared for him and in fact for the whole Republic attack company. But she was a traitor to his Republic, and she would have to die.

The best he could do was make that death quick.

* * *

Barriss, her lightsaber deactivated but held at middle guard to be ready for any possible attack, crept silently through the shattered remains of a Felucian spire. The rubble, which was still smoking and even aflame in places, provided excellent cover to prevent her being seen by the Separatist forces.

She crouched there silently, watching as an assault force of six Super Battle Droids and two droidekas brought down a Republic gunship. Watching carefully, Barriss noted their tactics, now so much more efficient than they had been nearer the start of the war. Rather than swarming all about and firing apparently random shots at an aerial target, these droids stood their ground and concentrated their fire. When the Republic gunship aimed to target them, they scattered away from the lasers while still keeping up their own fire against their own target.

Consequently, the Republic gunship was now effectively demolished. Even as she crouched there, watching, it apparently imploded under the laser fire, flames racing along the length of the ship. Its dead hulk yawed and crashed into the ground, spitting fire all around.

"They're learning," Barriss thought grimly.

The droids were now scattering again, heading off for some other target, walking more or less directly towards her hiding place. But Barriss had no fear; she, as always, remained completely calm. In the Force, she sensed that she had not been discovered, was in no danger.

Through the Force, she also sensed the impending arrival of Aayla Secura, the beautiful Twi'lek Jedi who had accompanied here on this mission. She was tracking this group of droids, preparing to ambush and destroy them with a complete force of twenty-four loyal clone troopers.

If she had not been in such total control of her emotions, Barriss was sure that a slight smirk would have crossed her lips. These Separatists did not stand a chance.

And Aayla Secura burst out through a tall group of burnt, dead Felucian creeper-stalks, leaping through the air, her lightsaber's azure blade blazing across the planet's morning sky. She landed easily right in the midst of the droids, whirling around to slash a Super Battle Droid in half, then spinning and striking to decapitate another...

And the droidekas unfolded themselves simultaneously, energy shields activating even as they opened fire on Aayla, who began a measured retreat, backing away and parrying all their fire back at them…

And then the whole clone task force came blasting through the dead stand of creeper-stalks! Their blaster bolts ripped through the air towards the droids, swiftly destroying many of them. They demolished three of the Super Battle Droids even while Jedi Secura reflected a barrage of bolts and completely disintegrated a fourth…

And now they were all attacking the droidekas, her clone troops barraging them with blasterfire while Aayla began to advance again, continuing to reflect their laser bolts. And one of the droidekas disintegrated in mid-shot while the other's shields faltered…

The last droideka seemed to give up, its shields shutting down while it folded up again and rolled away, but the clone troops completely destroyed it even while it was rolling across the wet marshy ground…

But now something strange was happening. Even though the droids were destroyed, the clones continued firing, and they seemed to actually be firing at Aayla, who barely had time to react to this impossible threat. The great Jedi's lightsaber flashed and spun too fast for the naked eye to see, parrying bolt after bolt, but even she could not stand against a twenty-four clone assault company.

Barriss Offee watched in horror as Aayla Secura, her friend, her mentor, one of the truly great Jedi of the Order, fell. She collapsed backward, laying sprawled out on the ground, plumes of smoke curling away from her blaster-burned body … killed by the fire of her own troops …

This was not supposed to happen! This was supposed to be impossible! Clones could not kill their commanders, they could not mutiny or defect, it was against their genetic programming…

Barriss watched as the clones impassively turned away, not caring in the least for the great Jedi that they had just mercilessly slaughtered.

"And now for Commander Offee," she caught the words, spoken in the filtered voice of …could that be the clone trooper she had just healed? She could not tell, they all sounded the same to her and they were too far away for her to easily distinguish, but … yes, she was sure it was.

Barriss turned away, feeling sick to her stomach. She palmed the send button on her Jedi comlink.

"This is Jedi Barriss Offee, transmitting on all frequencies," she said awkwardly, so shocked that she was unable to think clearly. "The clones have turned on us. Master Secura has been targeted by our clone assault company, and now I have reason to believe they are hunting me. Requesting backup, repeat, please send help! Offee out."

She turned away from the horrific scene before her, from the clones that were now sprinting away from the place of death and transmitting orders through their tactical coms. She knew those orders had to do with her … more specifically, with her death.

"I have to get back to the Republic," she thought. "I have to warn the Jedi…"

And a horrific thought struck her as she slowly slunk back through the rubble, almost hyper-aware of her surroundings as she reached out with the Force, searching for possible threats.

What if there were no Jedi left?


	2. Chapter 1

Author's Note: _Sorry it took so long to post the next chapter, and sorry that it turned out to be so short. My life has been crazy, but I'll be posting more soon. Oh, and thank you for all your excellent reviews, which motivated me to start writing again! Your praise and suggestions are much appreciated ... keep it coming :)_

_Elemarth: I've changed the rating to T, since there shouldn't be much really mature material. Some gore, maybe, and possibly some romance later on..._

_Lonely Fox / Belladonna999: Barriss has always been my favorite too, and I'm surprised that more "official" stories haven't included her. She's definitely a unique character, and it can be rather challenging at times to write her that way, so she doesn't just turn into another stereotypical Jedi._

_

* * *

_

**Chapter 1**

"Unidentified shuttle, hold your position or you will be fired upon. You are in a restricted area, repeat, Felucian space is restricted to all unauthorized traffick."

Barriss let out a long breath. At this moment, centering herself in the Force was more difficult than it ever had been before. The attack of the clones was not, as she had secretly hoped, an isolated incident; something had not gone wrong with her squad that caused them to rebel. Something had gone wrong with the whole kriffing Grand Army of the Republic.

They had killed Master Secura. There was no other word for it, and there had been no possible reason or purpose in her death; it had been senseless murder, and had shaken Barriss to the very core of her being. Aayla Secura was kind, clever, fast on her feet; she had been a great friend to Barriss, and something of a mentor as well. If clones were capable of that atrocity, there was no telling what they would do to the rest of the Jedi when they came upon them.

So she had fled. The 327th Star Corps was good, but they were relatively new to Felucia; the clones didn't know the terrain as well as Barriss, and despite their best efforts, she arrived outside the capital, Kway Teow, relatively unharmed. The starport was in martial lockdown, and her own starfighter had naturally been impounded, but Barriss had friends in the Republic medcenter who were still loyal to her. She had been given all they could afford: a lightweight courier ship and a medics' uniform, falsified clearance codes to get offplanet, and a whispered wish of good luck.

Now Barriss breathed deeply, slowly, losing herself into the current of the Force. It would show her a way out of this situation. It always had in the past, and if she could only find that peaceful center deep within herself, it would not fail her now.

"Unidentified shuttle, hold your position and prepare for boarding. Republic forces are en route."

She flipped the com switch, visualizing in her mind the man whose voice she heard. He would be tall, a little less than six feet, and his face rather grizzled under that mane of salt-and-pepper hair. Yes … she could feel him in the Force, his suspicion of the medsprinter which had wandered unauthorized into planetary orbit and ignored their multiple hailing signals. With ease, she plucked the man's name from where it floated in his mind.

"Belay that, Captain Oslei," she made her voice crisp and imperious. "This is Republic Courier AC-207, bound for Coruscant, as per Commander Bly's orders."

There was a momentary pause. "Uh, my office has not received any such orders…"

"Check again." Barriss saw, in her mind's eye, the captain keying rapidly at a console, lips pursed and eyes slightly narrowed. Gently, she nudged at his mind. _Commander Bly has authorized this after all … the travel plan is right here on the screen … that shuttle is carrying an urgent missive for the Chancellor … best not to keep it waiting any longer …_

"AC-207, acknowledged. Sorry about the mix-up. You're cleared to jump at Triple Zero."

Relieved, Barriss accelerated the courier as quickly as she dared. The moment she stopped concentration on Oslei, he would stop seeing the illusion of her orders, and any convictions he had of her purpose there would vanish as instantly as morning dew. She held it together until she arrived at the edge of Felucian space, but programming the navicomputer for her jump required her full attention.

Dimly, like a buzzing at the back of her mind, she felt Captain Oslei snap back to reality. There would be a few moments in which he didn't believe his own eyes, until he realized he'd been deceived. The method of that deceit would alert him as to who exactly was in the shuttle, and after that he would send every Republic ship within a parsec after her.

The navicomputer was still crunching numbers, plotting the best course to Coruscant. Barriss remained calm, even as she felt the venerable captain shift from confusion and disbelief into sudden understanding and white-hot anger. Forty-eight percent complete…

A wing of starfighters were detaching themselves from the Republic cruiser, whipping around the hammerhead-shaped capital ship and coming toward her at speed. They had fallen into a simple arrow formation – simple, but still deadly to Barriss, a sitting duck in her weaponless shuttle.

_My. That was fast._

Barriss twitched the control yoke up, sending the ship into a backward curve. The approaching fighters fanned out into a half-circle, cutting her off and still advancing. Somewhere very far away, the sensor board went ping-ping-ping; three of them were locked onto her, laser cannons preparing to fire. Sixty-one percent complete…

She acted completely out of instinct – or, more likely, the Force acted through her. The control yoke twisted under her grasp; the shuttle moved in something like a figure-eight, so quickly that it seared space around it; a volley of lasers flashed through the vacuum toward her, but Barriss was dodging before the pilots had even fired. More of the fighters were locking on, spreading out to cover her from all angles; without really thinking about it, Barriss reached out to a few of them in the Force, immersing herself in their familiar clone minds. Each of them prepared to fire, but Barriss nudged their hands on the control yokes, disrupting their aim; the lasers flashed by on either side of her shuttle, clipping the wing of a fighter which had been floating up behind her and sending it spiraling off-course.

Irritation flared through the clone minds now, and they began to tighten their circle. Barriss juked and jinked, utterly relaxed, avoiding every bolt they sent her way. Their laserfire was in fact doing more damage to their own comrades than to her; a few of them faded harmlessly away into the vacuum, but most of the missed shots grazed another fighter's fuselage or blasted into a wing. One of the starfighters took a hit directly to the cockpit canopy; the pilot, half-vaporized and instantly frozen, floated in one direction, while the twisted remains of the fighter went another.

Eighty-seven percent … ninety … ninety-three …

It was chaos, utter chaos. Her opponents couldn't spread out or they would never hit her, but staying so close would mean wiping themselves out. They couldn't risk a proton torpedo in such close quarters, but their lasers just wouldn't go near her. They couldn't ram her; the explosion would kill them all.

All of a moment, the courier ship dropped like a stone, slipping out of the tight ring of starfighters. Without hesitation, the starfighters swept after their target; at this angle, they had the definite advantage. Not one of the clones stopped to think as to why such an experienced pilot (a Jedi, no less) would leave herself open to this kind of attack; they were not, after all, bred to think. They were bred to barrage everything below them with laserfire until nothing remained. Which they did.

The clone pilots might yet have succeeded, if they hadn't been so tense and calculating, if they'd had a bit more time to think and to work out a strategy. Instead of falling behind and above in barrage formation, they could have copied her movements exactly, sticking with her and giving her no opportunities for anything tricky. They could have scattered to a safe distance long ago and sent a dozen torpedoes her way; Barriss could dodge those all she liked, but not even she could escape twelve successive explosions, each one powerful enough to tear a capital ship apart. They could have done any manner of things, in fact, but they were trained to act by the book, and that was exactly what they did.

Unfortunately, Barriss Offee knew the book very well. She'd practically written it.

The courier ship was no longer there.

In the peaceful oblivion of hyperspace, Barriss allowed herself a small smile.


End file.
